Second Supplemental Indenture by and between Vantage Drilling International, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee and first lien collateral agent, dated February 13, 2019
Exhibit 4.5
Vantage Drilling International and
the Guarantors named herein
9.250% SENIOR SECURED FIRST LIEN NOTES DUE 2023 SECOND SUPPLEMENTAL INDENTURE
DATED AS OF February 13, 2019,
U.S. BANK NATIONAL ASSOCIATION,
As Trustee and First Lien Collateral Agent
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 13, 2019, (this “Supplemental Indenture”) is among Vantage Drilling International, (the “Company”), ADVantage Drilling Services S.A.E., an Egyptian joint stock company (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee and as first lien collateral agent (in such capacities, collectively, the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors and the Trustee entered into an Indenture, dated as of November 30, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”), providing for the issuance of the Company’s 9.250% Senior Secured First Lien Notes due 2023 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall become a Guarantor;
WHEREAS, Section 9.01(i) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation, Articles of Association and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
| Section 1. | Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture. |
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| Section 2. | Relation to Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. |
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| Section 3. | Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee. |
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| Section 4. | Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees, by its execution of this Supplemental Indenture, to be bound by the provisions of the Indenture applicable to Guarantors to the extent provided for and subject to the limitations therein, including Article 10 thereof. |
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| Section 5. | Ratification of Obligations. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms. |
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| Section 6. | The Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. |
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| Section 7. | Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
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| Section 8. | Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Signature of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. |
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[Signatures on following pages]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
| COMPANY:
VANTAGE DRILLING INTERNATIONAL, as the Company | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| GUARANTEEING SUBSIDIARY:
ADVANTAGE DRILLING SERVICES S.A.E. as Guarantor | |||
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| By: | /s/ Rafael Blattner | ||
| Name: | Rafael Blattner | ||
| Title: | Director | ||
[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
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| EXISTING GUARANTORS:
DRAGONQUEST HOLDINGS COMPANY, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| EMERALD DRILLER COMPANY, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| P2021 RIG CO., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| P2020 RIG CO., as Guarantor |
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
| PT. VANTAGE DRILLING COMPANY INDONESIA, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Commissioner | ||
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| By: | /s/ Alisdair Henry Semple | ||
| Name: | Alisdair Henry Semple | ||
| Title: | Director | ||
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| By: | /s/ Haji Setiantoro | ||
| Name: | Haji Setiantoro | ||
| Title: | Director | ||
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| By: | /s/ Kenneth Howden | ||
| Name: | Kenneth Howden | ||
| Title: | President Director | ||
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| By: | /s/ Ronald J. Nelson | ||
| Name: | Ronald J. Nelson | ||
| Title: | Director | ||
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| SAPPHIRE DRILLER COMPANY, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DEEPWATER COMPANY, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DEEPWATER DRILLING, INC., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
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VANTAGE DELAWARE HOLDINGS, LLC, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLER I CO, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLER II CO, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLER III CO, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLER IV CO., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLER VI CO., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE DRILLING AFRICA, as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
| VANTAGE DRILLING (MALAYSIA) I SDN. BHD., as Guarantor | |||
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| By: | /s/ Kenneth Howden | ||
| Name: | Kenneth Howden | ||
| Title: | Director | ||
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| By: | /s/ Mohammed Izad Bin Ariffin | ||
| Name: | Mohammed Izad Bin Ariffin | ||
| Title: | Director | ||
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| VANTAGE DRILLING LABUAN I LTD., as Guarantor | |||
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| By: | /s/ Ronald J. Nelson | ||
| Name: | Ronald J. Nelson | ||
| Title: | Director | ||
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| VANTAGE DRILLING NETHERLANDS B.V., as Guarantor | |||
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| By: | /s/ Linda J. Ibrahim | ||
| Name: | Linda J. Ibrahim | ||
| Title: | Managing Director A | ||
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| By: | /s/ Paul Zwagerman | ||
| Name: | Paul Zwagerman | ||
| Title: | Managing Director B | ||
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| VANTAGE DRILLER ROCO S.R.L., as Guarantor | |||
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| By: | /s/ Ronald J. Nelson | ||
| Name: | Ronald J. Nelson | ||
| Title: | Director | ||
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| VANTAGE ENERGY SERVICES, INC., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
| VANTAGE HOLDING HUNGARY KFT., as Guarantor | |||
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| By: | /s/ Linda J. Ibrahim | ||
| Name: | Linda J. Ibrahim | ||
| Title: | Managing Director | ||
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| By: | /s/ Jeno Csaba Kleiber | ||
| Name: | Jeno Csaba Kleiber | ||
| Title: | Managing Director | ||
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| VANTAGE HOLDINGS CYPRUS ODC LIMITED, as Guarantor | |||
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| By: | /s/ Linda J. Ibrahim | ||
| Name: | Linda J. Ibrahim | ||
| Title: | Director | ||
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| By: | /s/ Omnium Corporate and Trustee Services, Limited | ||
| Name: | Omnium Corporate and Trustee Services, Limited | ||
| Title: | Director | ||
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| By: | /s/ Omnium Services, Limited | ||
| Name: | Omnium Services, Limited | ||
| Title: | Director | ||
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| By: | /s/ Sansovino, Limited | ||
| Name: | Sansovino, Limited | ||
| Title: | Director | ||
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| VANTAGE HOLDINGS MALAYSIA I CO., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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| VANTAGE INTERNATIONAL MANAGEMENT CO., as Guarantor | |||
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| By: | /s/ Douglas E. Stewart | ||
| Name: | Douglas E. Stewart | ||
| Title: | Vice President, General Counsel & Secretary | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
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| VANTAGE INTERNATIONAL MANAGEMENT COMPANY PTE. LTD. as Guarantor | |||
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| By: | /s/ Thomas J. Cimino | ||
| Name: | Thomas J. Cimino | ||
| Title: | Director | ||
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| By: | /s/ Ronald J. Nelson | ||
| Name: | Ronald J. Nelson | ||
| Title: | Director | ||
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| By: | /s/ Kenneth Howden | ||
| Name: | Kenneth Howden | ||
| Title: | Director | ||
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| By: | /s/ Derek Massie | ||
| Name: | Derek Massie | ||
| Title: | Director | ||
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| By: | /s/ Howe Chong, Caleb Tey | ||
| Name: | Howe Chong, Caleb Tey | ||
| Title: | Director | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
| RIG FINANCE LIMITED,as GuarantorBy: /s/ Douglas E. StewartName: Douglas E. StewartTitle: Director
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION | |||
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| By: | /s/ Melissa F. Vachon | ||
| Name: | Melissa F. Vachon | ||
| Title: | Vice President | ||
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[SECOND SUPPLEMENTAL INDENTURE TO FIRST LIEN INDENTURE]
